Form 4: Major Shareholder Reduces Stake Through In-Kind Distribution

Adam K. Peterson, a Director and 10% owner of RE/MAX Holdings, Inc., along with Magnolia Capital Fund, LP and The Magnolia Group, LLC, reported an in-kind distribution of 380,731 shares of common stock.

Summary

• A Form 4 filing reported changes in beneficial ownership for Adam K. Peterson, Magnolia Capital Fund, LP, and The Magnolia Group, LLC.
• An in-kind distribution of 380,731 shares of RE/MAX Holdings, Inc. Common Stock occurred on July 15, 2025.
• The shares were distributed by Magnolia Capital Fund, LP to three limited partners in satisfaction of a partial withdrawal request, with a transaction price of $0 per share.
• Following this distribution, the beneficial ownership of the reporting persons decreased by 380,731 shares, resulting in 2,867,198 shares beneficially owned.
• Adam K. Peterson is the managing member of The Magnolia Group, LLC, which serves as the general partner and investment manager of Magnolia Capital Fund, LP.
• The reporting persons disclaim beneficial ownership of the distributed shares except to the extent of their respective pecuniary interests.

Sentiment

Score: 5

Explanation: The transaction is an in-kind distribution by a fund to its limited partners, not a direct sale by management for cash. While it reduces beneficial ownership, it's a structural event for the fund rather than a direct vote of no confidence, leading to a neutral sentiment.

Negatives

• A reduction of 380,731 shares in the beneficial ownership of a significant insider group (Adam K. Peterson, Magnolia Capital Fund, LP, and The Magnolia Group, LLC) could be perceived as a decrease in alignment with other shareholders, even though it was an in-kind distribution.

Risks

• The 380,731 shares distributed to limited partners could potentially be sold on the open market by these new holders, which might create downward pressure on the stock price.
• The transaction, while an in-kind distribution, represents a decrease in the direct beneficial ownership of a key director and 10% owner, which could be interpreted by some investors as a signal of reduced confidence.

Future Outlook

No forward-looking statements or guidance are provided in this filing.

Industry Context

This filing details an insider transaction specific to RE/MAX Holdings, Inc., involving a significant shareholder's in-kind distribution of shares. It does not directly relate to broader industry trends but reflects a specific fund-level event for an entity invested in real estate-related assets.

Stakeholder Impact

• Shareholders: A decrease in insider beneficial ownership, even if not a market sale, might be viewed with slight caution. The shares are now held by limited partners who may or may not sell them on the open market, potentially impacting future share price.

Key Dates

Keywords

RE/MAX Holdings, RMAX, SEC Form 4, insider transaction, beneficial ownership, stock distribution, Magnolia Capital Fund, Magnolia Group, Adam K. Peterson, equity, real estate